SECURITIES
    AND EXCHANGE COMMISSION
 Washington, D.C.
    20549
 FORM 10-K
  (Mark One)þ

ANNUAL REPORT PURSUANT TO SECTION 13 or 15(d)
    OF THE SECURITIES EXCHANGE ACT OF 1934For the fiscal year ended
    November 29, 2008ORo

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
    SECURITIES EXCHANGE ACT OF 1934For the transition period from
    ­
    ­ to ­
    ­   Commission File Number 1-11024
  CLARCOR Inc.
    DELAWARE

36-0922490(State or other jurisdiction of
    incorporation or organization)

(I.R.S. Employer
    Identification No.)840 Crescent Centre Drive, Suite 600, Franklin, TN

37067(Address of principal executive offices)Registrants telephone number, including area code:

(Zip Code)615-771-3100Securities registered pursuant to Section 12(b) of the Act:   Name of each exchangeTitle of each class

on which registeredCommon Stock, par value $1.00 per share

New York Stock ExchangePreferred Stock Purchase Rights

New York Stock Exchange     None
    þ o
  o þ
  þ o
  Regulation S-K Form 10-K Form 10-K. þ
  12b-2
  Large
    accelerated
    filer þ
    Accelerated
    filer o
    Non-accelerated
    filer o
    Smaller
    reporting
    company o   Rule 12b-2).  Yes o þ
      Form 10-K.




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##### 





TABLE
    OF CONTENTS
  PagePART IItem 1.


Business


1Item 1A.


Risk Factors


7Item 1B.


Unresolved Staff Comments


11Item 2.


Properties


11Item 3.


Legal Proceedings


13Item 4.


Submission of Matters to a Vote of Security Holders


13Additional Item


Executive Officers of the Registrant


14PART IIItem 5.


Market for the Registrants Common Equity, Related
    Stockholder Matters, Issuer Purchase of Equity Securities and
    Five Year Performance of the Company


15Item 6.


Selected Financial Data


18Item 7.


Managements Discussion and Analysis of Financial Condition
    and Results of Operations


18Item 7A.


Quantitative and Qualitative Disclosures About Market Risk


32Item 8.


Financial Statements and Supplementary Data


33Item 9.


Changes in and Disagreements with Accountants on Accounting and
    Financial Disclosure


33Item 9A.


Controls and Procedures


33Item 9B.


Other Information


33PART IIIItem 10.


Directors, Executive Officers and Corporate Governance


33Item 11.


Executive Compensation


34Item 12.


Security Ownership of Certain Beneficial Owners and Management
    and Related Stockholder Matters


34Item 13.


Certain Relationships and Related Transactions, and Director
    Independence


34Item 14.


Principal Accounting Fees and Services


34PART IVItem 15.


Exhibits and Financial Statement Schedules


34SIGNATURES


37




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##### 



PART I  Item 1.
    Business.  (a)
    General
    Development of Business    Form 10-K Form 10-K),
  Certain
    Significant Developments
  Acquisitions
          Form 10-K.
 1




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##### 



HVAC
    Production Restructuring (CLC Air)
    (b)
    Financial
    Information About Industry Segments  Form 10-K.
  (c)
    Narrative
    Description of the Business  Engine/Mobile
    Filtration
  tm
      Industrial/Environmental
    Filtration
     2




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##### 



Packaging
        Distribution
      Form 10-K.
  Class of
    Products
    Raw
    Materials
   3




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##### 



Patents,
    Trademarks and Trade names
      Seasonality
    Customers
          Backlog
    Competition
     4




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##### 



Product
    Development
      Environmental
    Factors
    and/or
      Employees
    (d)
    Financial
    Information About Foreign and Domestic Operations and Export
    Sales  Form 10-K.
 5




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##### 



(e)
    Available
    Information  Form 10-K, Form 10-Q, Form 8-K Form 10-K.
 6




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##### 



Item 1A.
    Risk
    Factors.  Our business faces a variety of risks. These risks include
    those described below and may include additional risks and
    uncertainties not presently known to us or that we currently
    deem immaterial. If any of the events or circumstances described
    in the following risk factors occur, our business, financial
    condition or results of operations may suffer, and the trading
    price of our common stock could decline. These risk factors
    should be read in conjunction with the other information in this
    2008
    Form 10-K.
  Our
    business is affected by the health of the markets we
    serve.
    Adverse
    macroeconomic and business conditions may significantly and
    negatively affect our revenues, profitability and results of
    operations.
      Our
    access to borrowing capacity could be affected by the turmoil
    and uncertainty impacting credit markets
    generally.
   7




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##### 



Our
    manufacturing operations are dependent upon third-party
    suppliers.
    We
    could be adversely impacted by environmental laws and
    regulations.
  non-U.S. environmental
  Our
    operations outside of the United States are subject to
    political, investment and local business risks.
    
    local political and social conditions, including potential
    hyperinflationary conditions and political instability in
    certain countries;
    imposition of limitations on the remittance of dividends and
    payments by foreign subsidiaries;
    adverse currency exchange rate fluctuations, including
    significant devaluations of currencies;
    tax-related risks, including the imposition of taxes and the
    lack of beneficial treaties, that result in a higher effective
    tax rate for the Company;
    difficulties in enforcing agreements and collecting receivables
    through certain foreign legal systems;
    domestic and foreign customs, tariffs and quotas or other trade
    barriers;
    increased costs for transportation and shipping;
    difficulties in protecting intellectual property;
    increased risk of corruption, self-dealing or other unethical
    practices that may be difficult to detect or remedy;
    risk of nationalization of private enterprises by foreign
    governments;
    managing and obtaining support and distribution channels for
    overseas operations;
    hiring and retaining qualified management personnel for our
    overseas operations;
    imposition or increase of restrictions on investment; and
    required compliance with a variety of local laws and regulations
    which may be materially different than those to which we are
    subject in the United States.   8




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##### 



We
    face significant competition in the markets we
    serve.
    Increasing
    costs for manufactured components, raw materials,
    transportation, health care and energy prices may adversely
    affect our profitability.
    We
    face heightened legal challenges with respect to intellectual
    property.
    Our
    success depends in part on our development of improved products,
    and we may fail to meet the needs of customers on a timely or
    cost-effective basis.
    The
    introduction of new and improved products and services could
    reduce our future sales.
    Our
    ability to operate effectively could be impaired if we fail to
    attract and retain key personnel.
   9




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##### 



Our
    acquisition strategy may be unsuccessful.
    
    the focus of managements attention to the assimilation of
    the acquired companies and their employees and on the management
    of expanding operations;
    the incorporation of acquired products into our product line;
    the increasing demands on our operational and information
    technology systems;
    potentially insufficient internal controls over financial
    activities or financial reporting at an acquired company that
    could impact us on a consolidated basis;
    the failure to realize expected synergies;
    the potential loss of customers as a result of changes in
    control;
    the possibility that we have acquired substantial undisclosed
    liabilities; and
    the loss of key employees of the acquired businesses.  non-U.S. acquisitions.
    We are
    a decentralized company, which presents certain
    risks.
    Item 1B.
    Unresolved
    Staff Comments.   10




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##### 



Item 2.
    Properties.      Corporate
    Headquarters
    Engine/Mobile
    Filtration Segment
  United
    States Facilities
  Location

Approximate Size

Owned or LeasedGothenburg, NE

19 acre site with 100,000 sq ft of manufacturing space.

OwnedKearney, NE

42 acre site with 516,000 sq ft of manufacturing and
    warehousing space, 25,000 sq ft of research and development
    space and 40,000 sq ft of office space.

OwnedLancaster, PA

11.4 acre site with 168,000 sq ft of manufacturing and
    office space.

OwnedYankton, SD

20 acre site with 170,000 sq ft of manufacturing space.

Owned   International
    Facilities
  Location

Approximate Size

Owned or LeasedWarrington, Cheshire, England

4 acre site with two facilities totaling 71,000 sq feet for
    manufacturing, warehousing and office space.

OwnedWeifang, Peoples Republic of China

14 buildings, constituting 300,000 sq ft of manufacturing,
    warehousing and office space.

LeasedQueretaro, Mexico

3 acre site with 76,000 sq ft of manufacturing, warehousing
    and office space.

OwnedCasablanca, Morocco

4 acre site with 95,000 sq ft of manufacturing, warehousing
    and office space.

Owned   and/or
 11




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##### 



Industrial/Environmental
    Filtration Segment
  United
    States Facilities
  Location

Approximate Size

Owned or LeasedAuburn Hills, MI

55,000 sq ft of warehousing and office space.

LeasedBlue Ash, OH

17 acre site with 157,000 sq ft of manufacturing and office
    space.

OwnedCampbellsville, KY

100 acre site with 290,000 sq ft of manufacturing and
    office space.

OwnedCorona, CA

84,000 sq feet of manufacturing, warehousing and office space.

LeasedDallas, TX

83,500 sq feet of manufacturing, warehousing and office space.

LeasedGreensboro, NC

21 acre site with 88,000 sq ft of manufacturing,
    warehousing and office space.

Owned97,000 sq ft of manufacturing, warehousing and office space.

OwnedGoodlettsville, TN

33,000 sq ft of warehouse space.

OwnedHenderson, NC*

25 acre site with 235,000 sq feet of manufacturing,
    warehousing and office space.

OwnedHouston, TX

88,000 sq ft of manufacturing, warehousing and office space.

LeasedHouston, TX

14,000 sq ft of warehousing and office space.

LeasedJeffersontown, KY

7.5 acre site with 100,000 sq ft of manufacturing and
    office space.

OwnedJeffersonville, IN**

450,000 sq feet of manufacturing, warehousing and office space.

LeasedLouisville, KY

99,000 sq feet of manufacturing, warehousing and office space.

LeasedMineola, NY

5 buildings totaling approx 31,000 sq ft of manufacturing and
    office space.

LeasedMineral Wells, TX

46 acre site with 351,000 sq feet of manufacturing,
    warehousing and office space.

Owned35,000 sq ft of warehousing space.

LeasedNew Albany, IN

142,000 sq feet of manufacturing, warehousing and office space.

LeasedOttawa, KS

41,000 sq ft of manufacturing and office space.

OwnedRockford, IL

83,000 sq feet of manufacturing, warehousing and office space.

LeasedPittston, PA

250,000 sq feet of manufacturing, warehousing and office space.

LeasedSacramento, CA

108,000 sq feet of manufacturing, warehousing and office space.

Leased40,000 sq feet of manufacturing, warehousing and office space.

OwnedShelby, NC

48,000 sq ft of manufacturing, warehousing and office space.

OwnedTulsa, OK

16 acre site with 142,000 sq ft of manufacturing and office
    space.

Owned  12




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##### 



International
    Facilities
  Location

Approximate Size

Owned or LeasedCalgary, Alberta, Canada

25,000 sq feet of manufacturing, warehousing and office space.

OwnedSt. Catharines, Ontario, Canada

25,000 sq ft of warehouse space.  Right to occupy 40,000 sq ft
    total (15,000 sq ft currently being sublet).

LeasedLa Coruña, Spain

4 acre  site with 61,000 sq ft of manufacturing and office
    space.

OwnedQueretaro, Mexico

5 acre site with 108,000 sq ft of manufacturing,
    warehousing and office space.

Owned   and/or United States International:
    *
    
    Manufacturing operations at the owned facility in Henderson, NC
    and the leased facility in Davenport, IA were shut down in
    fiscal year 2008.  **
    
    This facility in Jeffersonville, Indiana was leased by the
    Company in fiscal year 2008. In early fiscal 2009, the Company
    began consolidating its CLC Air facilities in Louisville, KY,
    Jeffersontown, KY and New Albany, IN into the Jeffersonville, IN
    location.  Packaging
    Segment.
  Location

Approximate Size

Owned or LeasedRockford, IL

34 acre site with buildings totaling 394,000 sq ft of
    manufacturing, warehousing and office space.

OwnedLancaster, PA

11 acre site with 243,500 sq ft of manufacturing and office
    space.

Owned   Item 3.
    Legal
    Proceedings.    Item 4.
    Submission
    of Matters to a Vote of Security Holders.   13




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##### 



ADDITIONAL
    ITEM: Executive Officers of the Registrant    Age at

Year ElectedName

11/29/08

to OfficeSam Ferrise


52



2003President, Baldwin Filters, Inc. Mr. Ferrise was appointed
    President of Baldwin Filters, Inc. in 2000. He became an
    executive officer of the Company in 2003 while retaining the
    same title with Baldwin Filters, Inc.Norman E. Johnson


60



2000Chairman of the Board, President and Chief Executive Officer.
    Mr. Johnson has been employed by the Company since 1990. He
    was elected President-Baldwin Filters, Inc. in 1990, Vice
    President-CLARCOR in 1992, Group Vice President-Filtration
    Products Group in 1993, President and Chief Operating Officer in
    1995 and Chairman, President and Chief Executive Officer in
    2000. Mr. Johnson has been a Director of the Company since
    June 1996.Bruce A. Klein


61



1995Vice President-Finance and Chief Financial Officer.
    Mr. Klein was employed by the Company and elected Vice
    President-Finance and Chief Financial Officer in 1995.
    Mr. Klein also assumed the role of the Companys
    principal accounting officer when the Companys
    former Controller retired in March of 2006.Richard Larson


59



2006President, Industrial/Environmental Filtration. Mr. Larson
    was appointed President of United Air Specialists, Inc. in 2001,
    President of Clark Filter, Inc. in 2002 and President of Clarcor
    Air Filtration Products, Inc. in 2006. He became an executive
    officer of the Company in 2006 and retains each of the foregoing
    titles and positions with the exception of his position as
    President of Clarcor Air Filtration Products, Inc., which he
    held until 2008.David J. Lindsay


53



1995Vice President-Administration and Chief Administrative Officer.
    Mr. Lindsay has been employed by the Company in various
    administrative positions since 1987. He was elected Vice
    President-Group Services in 1991, Vice President-Administration
    in 1994 and Vice President-Administration and Chief
    Administrative Officer in 1995.Richard M. Wolfson


42



2006Vice President  General Counsel and Secretary.
    Mr. Wolfson was employed by the Company and elected Vice
    President, General Counsel and Secretary in 2006. Prior to
    joining the Company, he was a principal of the InterAmerican
    Group, an advisory services and private equity firm, from 2001
    until 2006.    14




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##### 



PART II  Item 5.
    Market
    for the Registrants Common Equity, Related Stockholder
    Matters, Issuer Purchase of Equity Securities and Five-Year
    Performance of the Company.      Market PriceQuarter Ended

High


Low


DividendsMarch 1, 2008

$
40.62


$
34.03


$
0.0800May 31, 2008


44.20



33.25



0.0800August 30, 2008


44.25



32.68



0.0800November 29, 2008


43.17



25.03



0.0900Total Dividends









$
0.3300   Market PriceQuarter Ended

High


Low


DividendsMarch 3, 2007

$
35.32


$
30.25


$
0.0725June 2, 2007


34.00



29.57



0.0725September 1, 2007


44.01



32.31



0.0725December 1, 2007


40.00



32.90



0.0800Total Dividends









$
0.2975          15




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##### 



COMPANY
    PURCHASES OF EQUITY SECURITIES(1)
  (a)


(b)


(c)


(d)Maximum ApproximateTotal Number of Shares


Dollar Value ofPurchased as Part of


Shares that may yetTotal Number of


Average Price Paid


the Companys Publicly


be Purchased underPeriod

Shares Purchased


per Share


Announced Plan


the PlanAug. 31 - Sep. 30, 2008





$







$
187,210,241Oct. 1 - Oct. 31, 2008





$







$
187,210,241Nov. 1 - Nov. 29, 2008





$







$
187,210,241TOTAL













$
187,210,241     (1)
    
    The Purchase Plan announced June 25, 2007 for aggregate
    purchases up to $250 million. The program expires
    June 25, 2010. 16




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##### 



5-Year
    Performance of the Company
  PERFORMANCE
    GRAPH
    TOTAL
    RETURN TO SHAREHOLDERS
  Comparison
    of Five-Year Cumulative Total Return
    Among the Company, S&P SmallCap 600 Index and
    S&P Industrial Machinery Index
  COMPARISON
    OF 5 YEAR CUMULATIVE TOTAL RETURN
    ASSUMES INITIAL INVESTMENT OF $100 AND REINVESTMENT OF ALL
    DIVIDENDS
  
  November 29,

November 27,

December 3,

December 2,

December 1,

November 29,2003

2004

2005

2006

2007

2008CLARCOR Inc.


100



120.27



140.20



154.86



169.05



153.86S&P SmallCap 600 Index


100



120.65



135.65



149.94



149.96



95.43S&P 500 Industrial Machinery Index


100



125.02



124.27



137.18



166.35



92.16  17




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##### 



Item 6.
    Selected
    Financial Data.  Form 10-K.
  Item 7.
    Managements
    Discussion and Analysis of Financial Condition and Results of
    Operations.    EXECUTIVE
    SUMMARY
  Management
    Discussion Snapshot
    (Dollars in millions except per share data)
  Year to





Year toYear %





Year %Years Ended November 30

2008


2007


Change


2006


ChangeNet Sales

$
1,059.6


$
921.2



15.0
%

$
904.3



1.9
%Operating Profit


151.9



129.8



17.0
%


126.3



2.8
%Operating Margin


14.3
%


14.1
%


0.2
pts.


14.0
%


0.1
pts.Other Income/(Expense)


(6.6
)


0.7



N/A



0.6



N/AProvision for Income Taxes


49.3



39.7



24.3
%


43.8



−9.4
%Effective Tax Rate


33.9
%


30.4
%


3.5
pts.


34.5
%


−4.1
pts.Net Earnings


95.7



90.7



5.5
%


82.7



9.6
%Net Earnings Margin


9.0
%


9.8
%


−0.8
pts.


9.1
%


0.7
pts.Diluted Earnings per Share

$
1.86


$
1.78



4.5
%

$
1.59



11.9
%Average Diluted Shares Outstanding


51,410,436



50,885,314



1.0
%


52,176,515



−2.5
%      18




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##### 




    In fiscal 2008, the Company recognized a gain on insurance
    proceeds of approximately $1.8 million, or $0.03 per
    diluted share, due to weather-related property damage at four of
    its facilities.
    Other expense in 2008 included a $2.0 million charge
    related to a mark-to-market adjustment on a two-year interest
    rate swap which will reverse in total over the next thirteen
    months, reducing interest expense over that period. The actual
    impact in any given quarter during 2009 is subject to short-term
    interest rates. In addition, the Company incurred approximately
    $3.8 million more in interest expense in 2008 compared to
    the prior year as a result of debt incurred to purchase Peco and
    to repurchase Company stock early in fiscal 2008.
    The Company began a restructuring program in 2006 for its
    heating, ventilating and air conditioning (HVAC) filter
    operations primarily to rationalize and relocate certain HVAC
    filter manufacturing plants to improve operating efficiencies
    and reduce manufacturing and transportation costs. As a part of
    this plan, the Company discontinued production at facilities in
    Iowa and North Carolina in 2008 and incurred approximately
    $1.2 million in costs, including a pension plan curtailment
    charge. The Company also incurred $0.6 million of
    additional pension expense related to remeasurement of its
    pension plan assets and obligations at the time of curtailment.
    In fiscal 2007, the Company recognized one-time tax benefits of
    $4.5 million, or $0.09 per diluted share, of which
    $4 million was recorded in the third quarter of 2007 and
    was related to the completion of various income tax audits and
    the finalization of certain income tax liabilities. The other
    $0.5 million was recorded in the first quarter of 2007 and
    related to the passage of the Research and Experimentation Tax
    Credit extension.
    During fiscal 2006, the Company recorded a $2.7 million
    charge to operating profit related to a customers refusal
    to pay for products it had ordered and used. In addition, the
    Company terminated a $10 million annual sales contract with
    this customer. The Company settled the resulting lawsuit during
    2007. The specific terms of the settlement are confidential.  OPERATING
    RESULTS
  SALES
   19




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##### 



2008 vs. 2007ChangeNET SALES (Dollars in millions)

2008


% Total


$


%Engine/Mobile Filtration

$
439.0



41.4
%

$
9.0



2.1
%Industrial/Environmental Filtration


543.1



51.3
%


128.6



31.0
%Packaging


77.5



7.3
%


0.8



1.1
%$
1,059.6



100.0
%

$
138.4



15.0
%   2007 vs. 2006ChangeNET SALES (Dollars in millions)

2007


% Total


$


%Engine/Mobile Filtration

$
430.0



46.7
%

$
30.9



7.8
%Industrial/Environmental Filtration


414.5



45.0
%


(5.9
)


−1.4
%Packaging


76.7



8.3
%


(8.1
)


−9.6
%$
921.2



100.0
%

$
16.9



1.9
%          20




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##### 



tm
      tm
   21




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##### 



Operating
    Profit
        2008 vs. 2007ChangeOPERATING PROFIT (Dollars in millions)

2008


% Total


$


%Engine/Mobile Filtration

$
99.4



65.4
%

$
0.6



0.6
%Industrial/Environmental Filtration


45.8



30.2
%


20.3



80.1
%Packaging


6.7



4.4
%


1.2



20.6
%$
151.9



100.0
%

$
22.1



17.0
%   22




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##### 



2007 vs. 2006ChangeOPERATING PROFIT (Dollars in millions)

2007


% Total


$


%Engine/Mobile Filtration

$
98.8



76.1
%

$
6.2



6.7
%Industrial/Environmental Filtration


25.5



19.6
%






Packaging


5.5



4.3
%


(2.7
)


−32.6
%$
129.8



100.0
%

$
3.5



2.8
%   OPERATING MARGIN AS A PERCENT OF NET SALES

2008


2007


2006Engine/Mobile Filtration


22.6
%


23.0
%


23.2
%Industrial/Environmental Filtration


8.4
%


6.1
%


6.1
%Packaging


8.6
%


7.2
%


9.7
%Total


14.3
%


14.1
%


14.0
%          23




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##### 



start-up
    OTHER
    INCOME (EXPENSE)
    PROVISION
    FOR INCOME TAXES
   24




---



##### 



NET
    EARNINGS AND EARNINGS PER SHARE
    FINANCIAL
    CONDITION
  LIQUIDITY
    AND CAPITAL RESOURCES
       25




---



##### 



26




---



##### 



Payments Due by PeriodLess than 1


1-3


3-5


More thanTotal


Year


Years


Years


5 Years(Dollars in millions)Long-Term Debt (excluding line of credit)

$
8.9


$
0.1


$
0.2


$
1.2


$
7.4Interest Payable on Long-Term Debt (excluding line of credit)


9.1



0.2



1.4



1.3



6.2Multicurrency Line of Credit


75.0











75.0



Interest Payable on Line of Credit


15.8



3.2



6.3



6.3



Pension Plan Contributions


18.3



0.3



16.7



0.5



0.8Investment in Affiliate


2.0







2.0







Operating Leases


60.0



9.8



16.2



10.9



23.1Total

$
189.1


$
13.6


$
42.8


$
95.2


$
37.5    27




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##### 



non-U.S. qualified
    Off-Balance
    Sheet Arrangements
    OTHER
    MATTERS
  CRITICAL
    ACCOUNTING ESTIMATES
      
    Goodwill and Indefinite-lived Intangible
    Assets  The Company periodically reviews
    goodwill and indefinite-lived intangible assets for impairment.
    These reviews of fair value involve judgment and estimates of
    discount rates, terminal values, transaction multiples and
    future cash flows for the reporting units that may be impacted
    by future sales and operating results for the reporting units,
    market conditions and worldwide economic conditions. All
    goodwill and intangibles are allocated to the reporting unit
    component at the time of acquisition. The Company has determined
    that the reporting unit components meet the criteria for
    aggregation into three reportable segments. They are aggregated
    based on similar economic characteristics, nature of products
    and services, nature of production processes, type of customers
    and distribution methods. In performing the impairment reviews,
    the Company estimated the fair values of the aggregated
    reporting units using a present value method that discounted
    future cash flows. For its indefinite-lived intangibles, the
    Company performed annual impairment tests using the
    relief-from-royalty method to determine the fair value of its
    trademarks and trade names. The Company further analyzed various
    discount rates, transaction and capital market multiples and
    cash flows for aggregated reporting units to assess the
    reasonableness of its estimates and assumptions. Management
    believes its valuation technique and assumptions are reasonable
    for this purpose. A sensitivity analysis was prepared which
    indicated that if these assumptions were individually 28




---



##### 



changed by 20%, there was no indication of impairment. The
    Company has not changed its methodology for valuing goodwill and
    indefinite-lived intangible assets.  
    Allowance for Losses on Accounts
    Receivable  Allowances for losses on customer
    accounts receivable balances are estimated based on economic
    conditions in the industries to which the Company sells and on
    historical experience by evaluating specific customer accounts
    for risk of loss, fluctuations in amounts owed and current
    payment trends. The Companys concentration of risk is also
    monitored and at year-end 2008, the largest outstanding customer
    account balance was $3.8 million and the five largest
    account balances totaled $18.0 million. The allowances
    provided are estimates that may be impacted by economic and
    market conditions which could have an effect on future allowance
    requirements and results of operations. Given the current
    economic conditions, the Company is monitoring receivables and
    credit worthiness of its customers and managing its collection
    more closely.
    Pensions  The Companys pension obligations
    are determined using estimates including those related to
    discount, asset values and changes in compensation. The discount
    rate used for each plan was based on the Citigroup Pension
    Discount Curve. The projected benefit payments in each year were
    discounted using the appropriate spot rate from the curve. For
    each plan, a single discount rate was determined that produced
    the same total discounted value. That rate, rounded to
    25 basis points, was the discount rate selected for the
    plan. The 8.25% discount rate used for the qualified plans for
    U.S. employees was selected as the best estimate of the
    rate at which the benefit obligations could be effectively
    settled on the measurement date taking into account the nature
    and duration of the benefit obligations of the plan using
    high-quality fixed-income investments currently available (rated
    Aa or better) and expected to be available during the period to
    maturity of the benefits. The 8.0% expected return on plan
    assets was determined based on historical long-term investment
    returns as well as future expectations given target investment
    asset allocations and current economic conditions. The 4.0% rate
    of compensation increase represents the long-term assumption for
    expected increases in salaries among continuing active
    participants accruing benefits under the qualified plan. The
    mortality table for the qualified plans is determined based on
    the actuarial table that is most reflective of participation
    rates and mortality of the plan participants. The mortality
    table adopted (RP 2000 Projected) was developed for pension
    plans by a Society of Actuaries study. The mortality table used
    for the nonqualified pension plan is specified by the plan
    agreement. The assumptions are similarly determined for each
    pension obligation. Actual results and future obligations will
    vary based on changes in interest rates, stock and bond market
    valuations and employee compensation.    
    Income Taxes  The Company is required to
    estimate and record income taxes payable for each of the
    U.S. and international jurisdictions in which the Company
    operates. This process involves estimating actual current tax
    expense and assessing temporary differences resulting from
    differing accounting treatment between tax and book which result
    in deferred tax assets and liabilities. In addition, accruals
    are also estimated for federal, state and international tax
    transactions for which deductibility is subject to
    interpretation. Taxes payable and the related deferred tax
    differences may be impacted by changes to tax laws, changes in
    tax rates and changes in taxable profits and losses. Reserves
    are also estimated for uncertain tax positions that are
    currently unresolved. The Company routinely monitors the
    potential impact of such situations and believes that it is
    properly reserved. 29




---



##### 



RECENT
    RELEVANT ACCOUNTING PRONOUNCEMENTS
  No. 157-2 No. 157-2), No. 157-2,
        EITF 03-6-1, EITF 03-6-1 EITF 03-6-1 EITF 03-6-1
  Recent
    Market Events
   30




---



##### 



OUTLOOK
  tm
    FORWARD-LOOKING
    STATEMENTS
  Form 10-K Form 10-K,
  
    statements and assumptions relating to future growth, earnings,
    earnings per share and other financial performance measures, as
    well as managements short-term and long-term performance
    goals;
    statements relating to the anticipated effects on results of
    operations or financial condition from recent and expected
    developments or events;
    statements relating to the Companys business and growth
    strategies; and
    any other statements or assumptions that are not historical
    facts.  Form 10-K.
  Form 10-K.
 31




---



##### 



Form 10-K, Form 10-K.
  Item 7A.
    Quantitative
    and Qualitative Disclosures about Market Risk.    Interest
    Rates
    Foreign
    Currency
         32




---



##### 



Item 8.
    Financial
    Statements and Supplementary Data.  Form 10-K F-33.
  Item 9.
    Changes
    in and Disagreements with Accountants on Accounting and
    Financial Disclosure.    Item 9A.
    Controls
    and Procedures.  Conclusion
    Regarding the Effectiveness of Disclosure Controls and
    Procedures
  Rule 13a-15(e)
  Managements
    Report on Internal Control Over Financial Reporting
  Rule 13a-15(f), Internal Control  Integrated Framework
    Form 10-K
  page F-1 Form 10-K.
  Item 9B.
    Other
    Information.   PART III  Item 10.
    Directors,
    Executive Officers and Corporate Governance   33




---



##### 



Section 303A-12(a) Form 10-K Form 10-K
  Item 11.
    Executive
    Compensation.    Item 12.
    Security
    Ownership of Certain Beneficial Owners and Management and
    Related Stockholder Matters.    Item 13.
    Certain
    Relationships and Related Transactions, and Director
    Independence.    Item 14.
    Principal
    Accounting Fees and Services.   PART IV  Item 15.
    Exhibits
    and Financial Statement Schedules.  (a)(1)
    Financial Statements
  Page No.Report of Independent Registered Public Accounting Firm


F-1Consolidated Balance Sheets at November 30, 2008 and 2007


F-2Consolidated Statements of Earnings for the years ended
    November 30, 2008, 2007 and 2006


F-3Consolidated Statements of Shareholders Equity for the
    years ended November 30, 2008, 2007 and 2006


F-4Consolidated Statements of Cash Flows for the years ended
    November 30, 2008, 2007 and 2006


F-5Notes to Consolidated Financial Statements


F-6   (a)(2)
    Financial Statement Schedule
  II. Valuation and Qualifying Accounts


S-1  34




---



##### 



(a)(3)
    Exhibits
  2
.1

Agreement and Plan of Merger, dated as of October 17, 2007, by
    and among the Company, PECO Acquisition Company, Perry Equipment
    Corp., and PECO Management LLC, as the Shareholder
    Representative.  Incorporated by reference to Exhibit 2.1 to the
    Companys Current Report on Form 8-K filed October 18, 2007.3
.1

The registrants Second Restated Certificate of
    Incorporation.  Incorporated by reference to Exhibit 3.1 to the
    Companys Annual Report on Form 10-K for the fiscal year
    ended December 1, 2007.3
.2

The registrants By-laws, as amended. Incorporated by
    reference to Exhibit 3.1 to the Companys Current Report on
    Form 8-K filed December 19, 2007.3
.3

Certificate of Designation of Series B Junior Participating
    Preferred Stock of CLARCOR as filed with the Secretary of State
    of the State of Delaware on April 2, 1996. Incorporated by
    reference to Exhibit 4.5 to the Registration Statement on Form
    8-A filed April 3, 1996.4
.1

Certain instruments defining the rights of holders of long-term
    debt securities of CLARCOR and its subsidiaries are omitted
    pursuant to Item 601(b)(4)(iii)(A) of Regulation S-K. CLARCOR
    hereby agrees to furnish copies of these instruments to the SEC
    upon request.10
.1

The registrants Deferred Compensation Plan for Directors.
    Incorporated by reference to Exhibit 10.1 to the Companys
    Annual Report on Form 10-K for the fiscal year ended November
    30, 1984 (the 1984 10-K).+10
.2

The registrants Supplemental Retirement Plan. Incorporated
    by reference to Exhibit 10.2 to the 1984 10-K.+10
.2(a)

The registrants 1994 Executive Retirement Plan.
    Incorporated by reference to Exhibit 10.2(a) to the
    Companys Annual Report on Form 10-K for the fiscal year
    ended December 3, 1994 (1994 10-K).+10
.2(b)

The registrants 1994 Supplemental Pension Plan.
    Incorporated by reference to Exhibit 10.2(b) to the 1994 10-K.+10
.2(c)

The registrants Supplemental Retirement Plan (as amended
    and restated effective December 1, 1994). Incorporated by
    reference to Exhibit 10.2(c) to the 1994 10-K.+10
.4

Form of Change in Control Agreement with each of Norman E.
    Johnson, Sam Ferrise, Bruce A. Klein, David J. Lindsay, Richard
    M. Wolfson and other Company executives. Incorporated by
    Reference to Exhibit 10.1 to the Companys Current Report
    filed on Form 8-K on December 30, 2008 (the 2008
    8-K).+10
.4(b)

Amended and Restated Employment Agreement with Norman E. Johnson
    dated as of December 17, 2000. Incorporated by Reference to
    Exhibit 10.4(c)(1) to the 2000 10-K.+10
.4(c)

First Amendment to Amended and Restated Employment Agreement
    with Norman E. Johnson dated as of January 19, 2008.
    Incorporated by Reference to Exhibit 10.1 to the Companys
    Current Report filed on Form 8-K on January 23, 2008.+10
.4(d)

Second Amendment to Amended and Restated Employment Agreement
    with Norman E. Johnson dated as of December 29, 2008.
    Incorporated by Reference to Exhibit 10.2 to the 2008 8-K.+10
.4(e)

Trust Agreement dated December 1, 1997. Incorporated by
    reference to Exhibit 10.4(d) to the Companys Annual Report
    on Form 10-K for the fiscal year ended November 29, 1997 (the
    1997 10-K).+10
.4(f)

Executive Benefit Trust Agreement dated December 22, 1997.
    Incorporated by reference to Exhibit 10.4(e) to the 1997 10-K.+10
.5

The registrants 1994 Incentive Plan (the 1994
    Plan) as amended through June 30, 2000. Incorporated by
    Reference to Exhibit 10.5 to the 2000 10-K.+10
.5(a)

Amendment to the 1994 Plan adopted December 18, 2000.
    Incorporated by Reference to Exhibit 10.5(a) to the 2000 10-K.+ 35




---



##### 



10
.5(b)

The registrants 2004 Incentive Plan (the 2004
    Plan). Incorporated by reference to Exhibit A to the
    Companys Proxy Statement dated February 20, 2003 for the
    Annual Meeting of Shareholders held on March 24, 2003.+10
.5(c)

Amendment to the 1994 Plan and to the 2004 Plan. Incorporated by
    reference to Exhibit 10.5(c) to the Companys Annual Report
    for the fiscal year ended November 29, 2003.+10
.6

Credit Agreement dated as of December 18, 2007, by and among the
    Company, the lenders party thereto, J.P. Morgan Chase Bank,
    National Association, as administrative agent, and certain other
    lenders or affiliates thereof acting in the capacity of agent,
    book runner or arranger.  Incorporated by reference to Exhibit
    10.1 to the Companys Current Report on Form 8-K filed
    December 19, 2007.10
.7

Form of Stock Option Agreement used by Company for all employees
    receiving stock option awards, including grants to executive
    officers made in FY 2007. Incorporated by Reference to Exhibit
    10.7 to the Companys Annual Report on Form 10-K for the
    fiscal year ended December 2, 2006 (the 2006 10-K).+10
.7(a)

Form of Stock Option Agreement used by Company for executive
    officers and certain other senior members of Company management
    receiving stock option awards in FY 2008.  Incorporated by
    reference to Exhibit 10.7(a) to the Companys Annual Report
    on Form 10-K for the fiscal year ended December 1, 2007.+10
.7(b)

Form of Restricted Stock Agreement used by Company for all
    employees receiving restricted stock units, including executive
    officers.  Incorporated by Reference to Exhibit 10.7(a) to the
    2006 10-K.+10
.8

CLARCOR Value Added Incentive Plan.  Incorporated by reference
    to Exhibit A to the Companys Proxy Statement dated
    February 9, 2007 for the Annual Meeting of Shareholders held on
    March 26, 2007.*10
.9

Summary of Compensation Paid to Non-Employee Directors and Named
    Executive Officers+*12
.1

Computation of Certain Ratios.*13


The 11-Year Financial Review.*21


Subsidiaries of the Registrant.*23


Consent of Independent Registered Public Accounting Firm.*31
.1

Certification of Norman E. Johnson, Chairman, President and
    Chief Executive Officer of the Company, pursuant to Rule
    13a-14(a) of the Exchange Act.*31
.2

Certification of Bruce A. Klein, Vice
    President  Finance and Chief Financial Officer
    of the Company, pursuant to Rule 13a-14(a) of the Exchange Act.*32
.1

Certification of Norman E. Johnson, Chairman, President and
    Chief Executive Officer of the Company, pursuant to Section 1350
    of Chapter 63 of Title 18 of the United States Code.*32
.2

Certification of Bruce A. Klein, Vice
    President  Finance and Chief Financial Officer
    of the Company, pursuant to Section 1350 of Chapter 63 of Title
    18 of the United States Code.     *
    
    Filed herewith.+
    
    Management contract or compensatory plan or arrangement 36




---



##### 



SIGNATURES      
  By:
    /s/  Norman
    E. Johnson   Chairman of the Board, President &
 Chief Executive Officer
    Date: January 23, 2009

By:

/s/  Norman
    E. JohnsonNorman E. JohnsonChairman of the Board, President &
    Chief Executive Officer and DirectorDate: January 23, 2009

By:

/s/  Bruce
    A. KleinBruce A. Klein Vice President  Finance & 
    Chief Financial Officer &
    Chief Accounting OfficerDate: January 23, 2009

By:

/s/  J.
    Marc AdamJ. Marc AdamDirectorDate: January 23, 2009

By:

/s/  James
    W. Bradford, Jr.James W. Bradford, Jr.DirectorDate: January 23, 2009

By:

/s/  Robert
    J. BurgstahlerRobert J. BurgstahlerDirectorDate: January 23, 2009

By:

/s/  Paul
    DonovanPaul DonovanDirectorDate: January 23, 2009

By:

/s/  Robert
    H. JenkinsRobert H. JenkinsDirectorDate: January 23, 2009

By:

/s/  Philip
    R. Lochner, Jr.Philip R. Lochner, Jr.DirectorDate: January 23, 2009

By:

/s/  James
    L. PackardJames L. PackardDirector  37




---



##### 



CLARCOR
    Inc.
  CONSOLIDATED
    FINANCIAL STATEMENTS
  For the
    years ended November 30,
    2008, 2007 and 2006
  38




---



##### 



TABLE OF
    CONTENTS
  PagesReport of Independent Registered Public Accounting Firm


F-1Financial Statements:Consolidated Balance Sheets


F-2Consolidated Statements of Earnings


F-3Consolidated Statements of Shareholders Equity


F-4Consolidated Statements of Cash Flows


F-5Notes to Consolidated Financial Statements


F-6  39




---



##### 



REPORT OF
    INDEPENDENT REGISTERED
    PUBLIC ACCOUNTING FIRM   
  Internal Control - Integrated Framework Form 10-K
  Employers Accounting for Defined Benefit Pension and
    Other Postretirement Plans, Accounting for Uncertainty in Income Taxes.
        
    F-1




---



##### 



CLARCOR
    Inc.CONSOLIDATED BALANCE SHEETSNovember 30, 2008 and 2007
    (Dollars in thousands except per share data)
  2008


2007ASSETSCurrent assets:Cash and cash equivalents

$
40,715


$
36,059Restricted cash


473



1,055Short-term investments


7,269



4,884Accounts receivable, less allowance for losses of $13,267 for
    2008 and $11,143 for 2007


194,864



166,912Inventories


158,201



135,846Prepaid expenses and other current assets


7,928



6,968Deferred income taxes


23,121



20,196Total current assets


432,571



371,920Plant assets, at cost, less accumulated depreciation


192,599



169,212Goodwill


223,964



124,718Acquired intangibles, less accumulated amortization


95,089



53,209Pension assets






8,341Deferred income taxes


224



294Other noncurrent assets


13,435



11,441Total assets

$
957,882


$
739,135LIABILITIESCurrent liabilities:Current portion of long-term debt

$
128


$
94Accounts payable and accrued liabilities


138,292



109,619Income taxes


5,083



4,458Total current liabilities


143,503



114,171Long-term debt, less current portion


83,822



17,329Postretirement health care benefits


642



947Long-term pension liabilities


27,307



15,104Deferred income taxes


39,317



25,485Other long-term liabilities


7,360



5,792Minority interests


4,172



4,577Total liabilities


306,123



183,405ContingenciesSHAREHOLDERS EQUITYCapital stock:Preferred, par value $1, authorized 5,000,000 shares, none
    issued






Common, par value $1, authorized 120,000,000 shares, issued
    50,794,422 in 2008 and 49,218,822 in 2007


50,794



49,219Capital in excess of par value


48,025



Accumulated other comprehensive earnings (loss)


(26,562
)


5,912Retained earnings


579,502



500,599Total shareholders equity


651,759



555,730Total liabilities and shareholders equity

$
957,882


$
739,135    F-2




---



##### 



CLARCOR
    Inc.CONSOLIDATED STATEMENTS OF EARNINGS
    for the years ended November 30, 2008, 2007 and 2006
    (Dollars in thousands except per share data)
  2008


2007


2006Net sales

$
1,059,601


$
921,191


$
904,347Cost of sales


719,726



641,457



628,864Gross profit


339,875



279,734



275,483Selling and administrative expenses


187,952



149,920



149,155Operating profit


151,923



129,814



126,328Other income (expense):Interest expense


(6,532
)


(1,010
)


(814
)Interest income


1,373



1,619



1,727Other, net


(1,393
)


86



(300
)(6,552
)


695



613Earnings before income taxes and minority interests


145,371



130,509



126,941Provision for income taxes


49,310



39,675



43,795Earnings before minority interests


96,061



90,834



83,146Minority interests in earnings of subsidiaries


(407
)


(175
)


(436
)Net earnings

$
95,654


$
90,659


$
82,710Net earnings per common share:Basic

$
1.88


$
1.80


$
1.60Diluted

$
1.86


$
1.78


$
1.59Average number of common shares outstanding:Basic


50,783,862



50,345,774



51,570,165Diluted


51,410,436



50,885,314



52,176,515    F-3




---



##### 



CLARCOR
    Inc.CONSOLIDATED STATEMENTS OF SHAREHOLDERS
    EQUITY
    for the years ended November 30, 2008, 2007 and 2006
    (Dollars in thousands except per share data)
  Common Stock





AccumulatedIssued


In Treasury


Capital in


OtherNumber





Number





Excess of


Comprehensive


Retainedof Shares


Amount


of Shares


Amount


Par Value


(Loss) Earnings


Earnings


TotalBalance, November 30, 2005


51,594,781


$
51,595






$



$
21,458


$
(4,637
)

$
414,417


$
482,833Net earnings


























82,710



82,710Other comprehensive earnings, net of tax:Minimum pension liability adjustment






















166







166Translation adjustments






















4,574







4,574Total comprehensive earnings






























87,450Stock options exercised


388,492



388











1,974











2,362Tax benefit applicable to stock options


















3,540











3,540Issuance of stock under award plans


98,810



99











2,474











2,573Purchase treasury stock










(1,000,000
)


(28,909
)














(28,909
)Retire treasury stock


(1,000,000
)


(1,000
)


1,000,000



28,909



(27,909
)










Stock option expense


















1,863











1,863Cash dividends  $0.2750 per common share


























(14,203
)


(14,203
)Balance, November 30, 2006


51,082,083



51,082











3,400



103



482,924



537,509Net earnings


























90,659



90,659Other comprehensive earnings, net of tax:Minimum pension liability adjustment






















1,679







1,679Adjustment for adoption of SFAS No. 158, net of tax






















(4,895
)






(4,895
)Translation adjustments






















9,025







9,025Total comprehensive earnings






























96,468Stock options exercised


353,215



353











3,638











3,991Tax benefit applicable to stock options


















3,028











3,028Issuance of stock under award plans


56,001



56











1,636











1,692Purchase treasury stock










(2,272,477
)


(74,863
)














(74,863
)Retire treasury stock


(2,272,477
)


(2,272
)


2,272,477



74,863



(14,631
)






(57,960
)


Stock option expense


















2,929











2,929Cash dividends  $0.2975 per common share


























(15,024
)


(15,024
)Balance, November 30, 2007


49,218,822



49,219















5,912



500,599



555,730Net earnings


























95,654



95,654Other comprehensive earnings, net of tax:Pension and other postretirement benefits liability adjustments






















(4,706
)






(4,706
)Pension curtailment






















(6,478
)






(6,478
)Translation adjustments






















(21,290
)






(21,290
)Total comprehensive earnings






























63,180Adjustment for adoption of FIN 48


























(67
)


(67
)Stock issued for business acquisition


2,137,797



2,138











69,816











71,954Stock options exercised


389,459



389











6,796











7,185Tax benefit applicable to stock options


















2,752











2,752Issuance of stock under award plans


48,344



48











1,553











1,601Purchase treasury stock










(1,000,000
)


(37,260
)














(37,260
)Retire treasury stock


(1,000,000
)


(1,000
)


1,000,000



37,260



(36,260
)










Stock option expense


















3,368











3,368Other


























161



161Cash dividends  $0.3300 per common share


























(16,845
)


(16,845
)Balance, November 30, 2008


50,794,422


$
50,794






$



$
48,025


$
(26,562
)

$
579,502


$
651,759    F-4




---



##### 



CLARCOR
    Inc.CONSOLIDATED STATEMENTS OF CASH FLOWS
    for the years ended November 30, 2008, 2007 and 2006
    (Dollars in thousands)
  2008


2007


2006Cash flows from operating activities:Net earnings

$
95,654


$
90,659


$
82,710Adjustments to reconcile net earnings to net cash provided by
    operations:Depreciation


25,231



20,858



20,891Amortization


5,157



2,531



2,188Loss on interest rate agreement


2,007







Minority interests in earnings of subsidiaries


407



175



436Net loss (gain) on dispositions of plant assets


(282
)


1,003



433Stock-based compensation expense


4,474



4,014



2,597Excess tax benefit from stock-based compensation


(2,469
)


(2,759
)


(3,490
)Changes in assets and liabilities, net of business acquisitions:Restricted cash  current


582



564



(1,619
)Short-term investments


(2,385
)


27,311



(21,795
)Accounts receivable


(7,611
)


(4,508
)


(4,702
)Inventories


(6,277
)


(2,929
)


(11,384
)Prepaid expenses and other current assets


1,995



1,338



(1,037
)Other noncurrent assets


858



104



(312
)Accounts payable, accrued liabilities and other liabilities


(17,291
)


(555
)


(5,167
)Pension assets and liabilities, net


293



1,360



4,057Income taxes


4,568



(3,755
)


2,237Deferred income taxes


2,225



1,913



(2,462
)Net cash provided by operating activities


107,136



137,324



63,581Cash flows from investing activities:Additions to plant assets


(34,908
)


(37,024
)


(17,588
)Business acquisitions, net of cash acquired


(74,921
)


(12,319
)


(4,627
)Dispositions of plant assets


909



1,539



373Investment in affiliate


(2,000
)






Proceeds from insurance claims


2,025







500Other, net


(5
)


(63
)


Net cash used in investing activities


(108,900
)


(47,867
)


(21,342
)Cash flows from financing activities:Net proceeds under multicurrency revolving credit agreement


75,000







Payments on long-term debt


(16,092
)


(4,623
)


(554
)Sales of capital stock under stock option and employee purchase
    plans


8,883



6,229



6,535Excess tax benefit from stock-based compensation


2,469



2,759



3,490Purchase of treasury stock


(37,260
)


(74,863
)


(28,909
)Cash dividends paid


(16,845
)


(15,024
)


(14,203
)Net cash provided by (used in) financing activities


16,155



(85,522
)


(33,641
)Net effect of exchange rate changes on cash


(9,735
)


3,073



1,951Net change in cash and cash equivalents


4,656



7,008



10,549Cash and cash equivalents, beginning of year


36,059



29,051



18,502Cash and cash equivalents, end of year

$
40,715


$
36,059


$
29,051    F-5




---



##### 



NOTES TO
    CONSOLIDATED FINANCIAL STATEMENTS
    (Dollars in thousands except per share data)  A. Accounting
    Policies
  Principles
    of Consolidation
    Use of
    Managements Estimates
    Accounting
    Period
    Foreign
    Currency Translation
    Cash
    and Cash Equivalents, Restricted Cash and Short-term
    Investments
        Derivatives
   F-6




---



##### 



NOTES TO
    CONSOLIDATED FINANCIAL STATEMENTS
    (Dollars in thousands except per share
    data)  (Continued)
      Accounts
    Receivable and Allowance for Losses
    Inventory
  first-in,
  2008


2007Raw materials

$
60,575


$
49,722Work in process


27,318



18,973Finished products


70,308



67,151$
158,201


$
135,846   Plant
    Assets
   F-7




---



##### 



NOTES TO
    CONSOLIDATED FINANCIAL STATEMENTS
    (Dollars in thousands except per share
    data)  (Continued)
  Goodwill
    and Other Intangible Assets
      Impairment
    of Long-Lived Assets
    Exit
    or Disposal Activities
    Income
    Taxes
    Comprehensive
    Earnings
    2008


2007


2006Pension liability, net of tax

$
(11,700
)

$
(6,994
)

$
(3,778
)Pension curtailment, net of tax


(6,478
)






Translation adjustments, net of tax


(8,384
)


12,906



3,881Accumulated other comprehensive earnings (loss)

$
(26,562
)

$
5,912


$
103  F-8




---



##### 



NOTES TO
    CONSOLIDATED FINANCIAL STATEMENTS
    (Dollars in thousands except per share
    data)  (Continued)
    Stock-based
    Compensation
    Revenue
    Recognition
      Product
    Warranties
    Research
    and Development
   F-9




---



##### 



NOTES TO
    CONSOLIDATED FINANCIAL STATEMENTS
    (Dollars in thousands except per share
    data)  (Continued)
  Self-Insurance
    Guarantees
      New
    Pronouncements
  No. 157-2 No. 157-2), No. 157-2,
        EITF 03-6-1, EITF 03-6-1
 F-10




---



##### 



NOTES TO
    CONSOLIDATED FINANCIAL STATEMENTS
    (Dollars in thousands except per share
    data)  (Continued)
  EITF 03-6-1 EITF 03-6-1
  B.
    Acquisitions
    and Purchase of Minority Interest        EstimatedIdentifiable Intangible Asset

Value


Useful LifeTrade names

$
11,800



IndefiniteNon-compete agreements


800



2 yearsCustomer relationships


14,200



15 yearsDeveloped technology


20,300



16 yearsTotal fair value

$
47,100  F-11




---



##### 



NOTES TO
    CONSOLIDATED FINANCIAL STATEMENTS
    (Dollars in thousands except per share
    data)  (Continued)
    Cash

$
11,448Accounts receivable, less allowance for losses


18,658Inventory, net


15,220Prepaid expenses and current assets


2,949Current deferred tax assets


2,119Plant assets


17,114Goodwill


101,987Trademarks and trade names


11,800Other acquired intangibles


35,300Other noncurrent assets


1,014Total assets acquired


217,609Current notes payable


(7,411
)Accounts payable and accrued liabilities


(33,050
)Long-term deferred tax liabilities


(17,954
)Long-term liabilities


(1,939
)Net assets acquired


157,255Less cash acquired


(11,448
)Assets acquired, net of cash

$
145,807       For the Year Ended


For the Year EndedNovember 30, 2007


November 30, 2006(Unaudited)


(Unaudited)Net sales

$
1,034,815


$
1,013,999Operating profit


136,955



133,038Net earnings


93,174



82,452Earnings per share  basic

$
1.78


$
1.54Earnings per share  diluted

$
1.76


$
1.52  F-12




---



##### 



NOTES TO
    CONSOLIDATED FINANCIAL STATEMENTS
    (Dollars in thousands except per share
    data)  (Continued)
               F-13




---



##### 



NOTES TO
    CONSOLIDATED FINANCIAL STATEMENTS
    (Dollars in thousands except per share
    data)  (Continued)
      C.
    Plant
    Assets    2008


2007Land

$
8,757


$
8,242Buildings and building fixtures


97,459



93,665Machinery and equipment


309,213



274,893Construction in process


23,994



21,550439,423



398,350Less accumulated depreciation


246,824



229,138$
192,599


$
169,212     D.
    Goodwill
    and Acquired Intangibles    Industrial/Engine/Mobile


EnvironmentalFiltration


Filtration


Packaging


TotalBalance at November 30, 2006

$
16,747


$
99,285


$



$
116,032Acquisitions


6,134



875







7,009Currency translation adjustments


1,304



373







1,677Balance at November 30, 2007


24,185



100,533







124,718Acquisitions


14



102,942







102,956Currency translation adjustments


(3,056
)


(654
)






(3,710
)Balance at November 30, 2008

$
21,143


$
202,821


$



$
223,964  F-14




---



##### 



NOTES TO
    CONSOLIDATED FINANCIAL STATEMENTS
    (Dollars in thousands except per share
    data)  (Continued)
    Industrial/Engine/Mobile


EnvironmentalFiltration


Filtration


Packaging


TotalBalance at November 30, 2007:Trademarks/trade names, gross

$
929


$
29,157


$



$
30,086Less accumulated amortization


12



248







260Trademarks/trade names, net

$
917


$
28,909


$



$
29,826Customer relationships, gross

$
2,176


$
18,777


$



$
20,953Less accumulated amortization


561



3,616







4,177Customer relationships, net

$
1,615


$
15,161


$



$
16,776Other acquired intangibles, gross

$
243


$
12,882


$



$
13,125Less accumulated amortization


227



6,291







6,518Other acquired intangibles, net

$
16


$
6,591


$



$
6,607Balance at November 30, 2008:Trademarks/trade names, gross

$
898


$
40,957


$



$
41,855Less accumulated amortization


28



262







290Trademarks/trade names, net

$
870


$
40,695


$



$
41,565Customer relationships, gross

$
2,155


$
32,967


$



$
35,122Less accumulated amortization


1,094



5,860







6,954Customer relationships, net

$
1,061


$
27,107


$



$
28,168Other acquired intangibles, gross

$
243


$
33,882


$



$
34,125Less accumulated amortization


238



8,531







8,769Other acquired intangibles, net

$
5


$
25,351


$



$
25,356        F-15




---



##### 



NOTES TO
    CONSOLIDATED FINANCIAL STATEMENTS
    (Dollars in thousands except per share
    data)  (Continued)
  E.
    Fair
    Value Measurement    Fair Value Measurements at Reporting Date UsingQuoted Prices


Significantin Active


Other


SignificantMarkets for


Observable


UnobservableNovember 30,


Identical Assets


Inputs


InputsDescription

2008


(Level 1)


(Level 2)


(Level 3)Short-term investments

$
7,269


$
7,269


$



$
Restricted trust (part of noncurrent assets)


1,428



1,428







Interest rate agreement (part of long-term liabilities)


(2,007
)






(2,007
)


$
6,690


$
8,697


$
(2,007
)

$
     F.
    Accounts
    Payable and Accrued Liabilities    2008


2007Accounts payable

$
65,398


$
53,523Accrued salaries, wages and commissions


14,292



11,945Compensated absences


8,004



7,484Accrued insurance liabilities


9,668



11,412Customer deposits


11,777



Other accrued liabilities


29,153



25,255$
138,292


$
109,619       Balance at November 30, 2007

$
1,485Accruals related to acquisitions


1,732Accruals for warranties issued during the period


1,015Accruals related to pre-existing warranties


48Settlements made during the period


(1,637
)Other adjustments, primarily currency translation


(149
)Balance at November 30, 2008

$
2,494  F-16




---



##### 



NOTES TO
    CONSOLIDATED FINANCIAL STATEMENTS
    (Dollars in thousands except per share
    data)  (Continued)
  G.
    Long-Term
    Debt and Interest Rate Agreement    2008


2007Multicurrency Revolving Credit Agreements, at an interest rate
    of 1.74% at year end

$
75,000


$
Industrial Revenue Bonds, at a weighted average interest rate of
    1.30% and 3.73%, respectively, at year end


7,410



15,820Note payable, due March 2012, at a fixed interest rate of 6.00%
    at both year ends


1,147



1,283Other


393



32083,950



17,423Less current portion


128



94$
83,822


$
17,329                F-17




---



##### 



NOTES TO
    CONSOLIDATED FINANCIAL STATEMENTS
    (Dollars in thousands except per share
    data)  (Continued)
      H.
    Leases    I.
    Pension
    and Other Postretirement Plans    year-end
    Before SFAS


SFAS No. 158


After SFASNo. 158


Adoption


No. 158Adoption


Adjustments


AdoptionPrepaid pension asset

$
18,524


$
(10,183
)

$
8,341Intangible pension asset


665



(665
)


Accrued pension liability


12,483



3,668



16,151Accrued postretirement liability


3,865



(2,705
)


1,160Accumulated other comprehensive loss, net of tax


(2,099
)


(4,895
)


(6,994
)Deferred tax asset


(248
)


(2,906
)


(3,154
)     non-U.S. pension
 F-18




---



##### 



NOTES TO
    CONSOLIDATED FINANCIAL STATEMENTS
    (Dollars in thousands except per share
    data)  (Continued)
  non-U.S. plan
        OtherPension Benefits


Postretirement Benefits2008


2007


2008


2007Change in benefit obligation:Benefit obligation at beginning of year

$
127,857


$
131,238


$
1,160


$
1,479Currency translation


(2,649
)


555







Acquisition


16,399











Service cost


2,411



2,819







1Interest cost


8,452



7,241



61



74Curtailment


333











Plan participants contributions


35



52







Actuarial gains


(29,380
)


(8,145
)


(349
)


(189
)Benefits paid


(6,292
)


(5,903
)


(441
)


(613
)Retiree contributions










410



408Benefit obligation at end of year

$
117,166


$
127,857


$
841


$
1,160 F-19




---



##### 



NOTES TO
    CONSOLIDATED FINANCIAL STATEMENTS
    (Dollars in thousands except per share
    data)  (Continued)
  OtherPension Benefits


Postretirement Benefits2008


2007


2008


2007Change in plan assets:Fair value of plan assets at beginning of year

$
120,047


$
110,347


$



$
Currency translation


(2,558
)


417







Acquisition


14,561











Actual return on plan assets


(38,153
)


14,612







Employer contribution


1,562



522







Plan participants contributions


35



52







Benefits paid


(6,292
)


(5,903
)






Fair value of plan assets at end of year

$
89,202


$
120,047


$



$
Funded status

$
(27,964
)

$
(7,810
)

$
(841
)

$
(1,160
)Accumulated benefit obligation at end of year

$
112,439


$
120,995



n/a



n/aAmounts recognized in the Consolidated Balance Sheets as of
    November 30 include:Other noncurrent assets

$



$
8,341


$



$
Current liabilities


(658
)


(1,047
)


(198
)


(213
)Long-term liabilities


(27,306
)


(15,104
)


(643
)


(947
)Net amount recognized


(27,964
)


(7,810
)


(841
)


(1,160
)Accumulated other comprehensive (earnings) loss, pre-tax


31,766



13,851



(2,798
)


(2,705
)$
3,802


$
6,041


$
(3,639
)

$
(3,865
)Amounts recognized in accumulated other comprehensive (earnings)
    loss, pre-tax, as of November 30 include:Net actuarial loss (gain)

$
31,321


$
13,090


$
(1,580
)

$
(1,364
)Net prior service cost (credit)


445



761



(1,218
)


(1,341
)Total pre-tax


31,766



13,851



(2,798
)


(2,705
)Deferred taxes


(11,833
)


(5,160
)


1,043



1,008Accumulated other comprehensive (earnings) loss, after-tax

$
19,933


$
8,691


$
(1,755
)

$
(1,697
)Assumptions:Discount rate-qualified plans


8.25
%


6.25
%


8.25
%


5.75
%Discount rate-nonqualified plan


7.50
%


5.25
%


n/a



n/aRate of compensation increase-qualified plans


4.00
%


4.00
%


n/a



n/aRate of compensation increase-nonqualified plan


0.00
%


0.00
%


n/a



n/aMeasurement date


11/01/08



11/01/07



11/01/08



11/01/07  F-20




---



##### 



NOTES TO
    CONSOLIDATED FINANCIAL STATEMENTS
    (Dollars in thousands except per share
    data)  (Continued)
    OtherPension


PostretirementBenefits


BenefitsAmortization of prior service (cost) credit, net of tax of $118
    and $(46), respectively

$
(198
)

$
77Amortization of actuarial (losses) gains, net of tax of $292 and
    $(50), respectively


(492
)


83Current year actuarial losses (gains), net of tax of $(7,083)
    and $131, respectively


11,932



(218
)Total

$
11,242


$
(58
)   non-U.S. plan. non-U.S. plan
          2008


2007Equity securities


70.6
%


70.9
%Debt securities


22.2
%


23.6
%Real estate and other


7.2
%


5.5
%100.0
%


100.0
%  F-21




---



##### 



NOTES TO
    CONSOLIDATED FINANCIAL STATEMENTS
    (Dollars in thousands except per share
    data)  (Continued)
    Pension Benefits2008


2007


2006Components of net periodic benefit cost:Service cost

$
2,411


$
2,819


$
3,329Interest cost


8,452



7,241



6,775Expected return on plan assets


(9,863
)


(8,601
)


(7,871
)Amortization of unrecognized:Prior service cost


158



163



158Net actuarial loss


451



1,252



2,031Net periodic benefit cost


1,609



2,874



4,422Curtailment settlement cost


516







Total increases to accrued benefit cost

$
2,125


$
2,874


$
4,422Assumptions:Discount rate-qualified plans


6.25
%


5.75
%


5.50
%Discount rate-nonqualified plan


5.25
%


5.25
%


5.00
%Expected return on plan assets


8.00
%


8.00
%


8.00
%Rate of compensation increase-qualified plans


4.00
%


4.00
%


4.00
%Rate of compensation increase-nonqualified plan


0.00
%


0.00
%


6.50
%Measurement date


11/01/07



11/01/06



11/01/05      F-22




---



##### 



NOTES TO
    CONSOLIDATED FINANCIAL STATEMENTS
    (Dollars in thousands except per share
    data)  (Continued)
    Other Postretirement Benefits2008


2007


2006Components of net periodic benefit cost:Service cost

$



$
1


$
20Interest cost


61



74



82Amortization of unrecognized:Prior service cost


(123
)


(122
)


(122
)Net actuarial gain


(133
)


(126
)


(105
)Net periodic benefit cost

$
(195
)

$
(173
)

$
(125
)Assumptions:Discount rate


5.75
%


5.50
%


5.00
%Measurement date


11/01/07



11/01/06



11/01/05       OtherPension


PostretirementBenefits


BenefitsPrior service cost (credit)

$
127


$
(123
)Actuarial loss (gain)


1,557



(184
)Total

$
1,684


$
(307
)     OtherPension


PostretirementBenefits


Benefits2009

$
6,672


$
1982010


11,506



1532011


18,684



1332012


7,397



1052013


7,766



842014-2018


43,038



291    F-23




---



##### 



NOTES TO
    CONSOLIDATED FINANCIAL STATEMENTS
    (Dollars in thousands except per share
    data)  (Continued)
  J.
    Income
    Taxes      Balance at December 1, 2007

$
1,650Additions for current period tax positions


245Additions for prior period tax positions


196Reductions for lapse of statute of limitations


(185
)Changes in interest and penalties


64Balance at November 30, 2008

$
1,970           2008


2007


2006Current:Federal

$
36,240


$
30,046


$
38,614State


2,975



2,042



2,574Foreign


8,004



5,071



5,002Deferred


2,091



2,516



(2,395
)$
49,310


$
39,675


$
43,795       2008


2007


2006Domestic income

$
120,815


$
111,701


$
110,956Foreign income


24,556



18,808



15,985$
145,371


$
130,509


$
126,941  F-24




---



##### 



NOTES TO
    CONSOLIDATED FINANCIAL STATEMENTS
    (Dollars in thousands except per share
    data)  (Continued)
    Percent of Pre-Tax Earnings2008


2007


2006Statutory U.S. tax rates


35.0
%


35.0
%


35.0
%State income taxes, net of federal benefit


1.3



1.6



2.0Foreign sales










(0.4
)Tax credits


(0.9
)


(0.6
)


(0.3
)Foreign taxes at different rates, net of credits


(0.7
)


(1.0
)


(0.4
)Domestic production activities deduction


(1.4
)


(0.8
)


(0.8
)Settlement of certain tax liabilities






(3.2
)


Other, net


0.6



(0.6
)


(0.6
)Consolidated effective income tax rate


33.9
%


30.4
%


34.5
%     2008


2007Deferred tax assets:Deferred compensation

$
8,682


$
6,131Tax credits and foreign loss carryforwards


3,127



1,440Accounts receivable


5,266



4,658Inventories


4,751



4,333Pensions


8,999



2,884Accrued liabilities and other


7,315



5,784Valuation allowance


(2,921
)


(760
)Total deferred tax assets, net


35,219



24,470Deferred tax liabilities:Percentage of completion


(1,395
)


Plant assets


(19,332
)


(16,133
)Intangibles


(30,365
)


(13,158
)Other deferred tax liabilities


(99
)


(174
)Total deferred tax liabilities


(51,191
)


(29,465
)Deferred tax liability, net

$
(15,972
)

$
(4,995
)      F-25




---



##### 



NOTES TO
    CONSOLIDATED FINANCIAL STATEMENTS
    (Dollars in thousands except per share
    data)  (Continued)
    K.
    Restructuring
    Charges      L.
    Gain
    On Insurance Settlement      M.
    Contingencies   F-26




---



##### 



NOTES TO
    CONSOLIDATED FINANCIAL STATEMENTS
    (Dollars in thousands except per share
    data)  (Continued)
  and/or
        N.
    Incentive
    Plan    Stock
    Options
     F-27




---



##### 



NOTES TO
    CONSOLIDATED FINANCIAL STATEMENTS
    (Dollars in thousands except per share
    data)  (Continued)
    2008


2007


2006Weighted





Weighted





WeightedAverage





Average





AverageExercise





Exercise





ExerciseShares


Price


Shares


Price


Shares


PriceOutstanding at beginning of year


3,191,598


$
23.79



3,253,059


$
21.56



3,885,915


$
20.63Granted


477,900


$
36.38



453,525


$
33.60



61,550


$
35.08Exercised


(458,701
)

$
21.43



(501,936
)

$
18.19



(627,656
)

$
16.98Surrendered


(78,686
)

$
35.86



(13,050
)

$
25.83



(66,750
)

$
22.59Outstanding at end of year


3,132,111


$
25.75



3,191,598


$
23.79



3,253,059


$
21.56Options exercisable at end of year


2,486,807


$
23.28



2,694,598


$
22.36



2,935,709


$
21.64       2008


2007


2006Fair value of options exercised

$
2,542


$
2,051


$
2,649Total intrinsic value of options exercised


7,535



8,304



10,557Cash received upon exercise of options


7,649



4,924



4,388Tax benefit realized from exercise of options


2,752



3,028



3,540     Options Outstanding


Options ExercisableWeighted





Weighted





Weighted





WeightedAverage





Average





Average





AverageRange of




Exercise


Intrinsic


Remaining





Exercise


Intrinsic


RemainingExercise Prices

Number


Price


Value


Life in Years


Number


Price


Value


Life in Years$ 8.97 - $ 9.75


195,598


$
9.14


$
4,493



1.19



195,598


$
9.14


$
4,493



1.19$11.50 - $13.75


169,000



13.15



3,203



2.84



169,000



13.15



3,203



2.84$16.01 - $22.80


909,648



20.55



10,514



3.86



909,648



20.55



10,514



3.86$25.89 - $38.23


1,857,865



31.19



1,715



6.78



1,212,561



29.02



3,747



5.843,132,111


$
25.75


$
19,925



5.37



2,486,807


$
23.28


$
21,957



4.55     F-28




---



##### 



NOTES TO
    CONSOLIDATED FINANCIAL STATEMENTS
    (Dollars in thousands except per share
    data)  (Continued)
  2008


2007


2006Risk-free interest rate


3.76
%


4.52
%


4.74
%Expected dividend yield


0.85
%


0.89
%


0.96
%Expected volatility factor


20.24
%


20.55
%


20.72
%Expected option term in years


6.1



6.1



6.9     Restricted
    Share Unit Awards
      2008


2007


2006Weighted





Weighted





WeightedAverage





Average





AverageGrant Date





Grant Date





Grant DateUnits


Fair Value


Units


Fair Value


Units


Fair ValueNonvested at beginning of year


57,371


$
29.76



58,466


$
24.75



110,441


$
23.32Granted


25,989


$
36.48



26,200


$
33.75







Vested


(25,636
)

$
27.79



(27,295
)

$
22.86



(43,259
)

$
20.86Surrendered


















(8,716
)

$
25.91Nonvested at end of year


57,724


$
33.66



57,371


$
29.76



58,466


$
24.75       Directors
    Restricted Stock Compensation
    Employee
    Stock Purchase Plan
   F-29




---



##### 



NOTES TO
    CONSOLIDATED FINANCIAL STATEMENTS
    (Dollars in thousands except per share
    data)  (Continued)
  O.
    Earnings
    Per Share and Treasury Transactions    2008


2007


2006Weighted average number of common shares outstanding


50,783,862



50,345,774



51,570,165Dilutive effect of stock-based arrangements


626,574



539,540



606,350Weighted average number of diluted common shares outstanding


51,410,436



50,885,314



52,176,515Net Earnings

$
95,654


$
90,659


$
82,710Basic per share amount

$
1.88


$
1.80


$
1.60Diluted per share amount

$
1.86


$
1.78


$
1.59       P.
    Segment
    Information       F-30




---



##### 



NOTES TO
    CONSOLIDATED FINANCIAL STATEMENTS
    (Dollars in thousands except per share
    data)  (Continued)
          2008


2007


2006Net sales:Engine/Mobile Filtration

$
439,033


$
430,029


$
399,090Industrial/Environmental Filtration


543,112



414,523



420,435Packaging


77,456



76,639



84,822$
1,059,601


$
921,191


$
904,347Operating profit:Engine/Mobile Filtration

$
99,420


$
98,832


$
92,598Industrial/Environmental Filtration


45,848



25,464



25,541Packaging


6,655



5,518



8,189151,923



129,814



126,328Other income (expense)


(6,552
)


695



613Earnings before income taxes and minority interests

$
145,371


$
130,509


$
126,941 F-31




---



##### 



NOTES TO
    CONSOLIDATED FINANCIAL STATEMENTS
    (Dollars in thousands except per share
    data)  (Continued)
  2008


2007


2006Identifiable assets:Engine/Mobile Filtration

$
252,380


$
252,836


$
215,539Industrial/Environmental Filtration


638,915



399,861



380,955Packaging


37,949



41,754



43,952Corporate


28,638



44,684



87,070$
957,882


$
739,135


$
727,516Additions to plant assets:Engine/Mobile Filtration

$
10,118


$
18,541


$
8,861Industrial/Environmental Filtration


22,726



15,483



6,345Packaging


1,983



2,866



2,288Corporate


81



134



94$
34,908


$
37,024


$
17,588Depreciation and amortization:Engine/Mobile Filtration

$
10,334


$
9,240


$
8,307Industrial/Environmental Filtration


16,217



10,654



11,476Packaging


3,165



2,790



2,503Corporate


672



705



793$
30,388


$
23,389


$
23,079     2008


2007


2006Net sales:United States

$
724,121


$
674,331


$
698,026Europe


117,100



106,173



93,750Other international


218,380



140,687



112,571$
1,059,601


$
921,191


$
904,347Plant assets, at cost, less accumulated depreciation:United States

$
175,322


$
152,115


$
138,754Europe


4,596



5,695



5,914Other international


12,681



11,402



1,861$
192,599


$
169,212


$
146,529  F-32




---



##### 



NOTES TO
    CONSOLIDATED FINANCIAL STATEMENTS
    (Dollars in thousands except per share
    data)  (Continued)
  Q.
    Quarterly
    Financial Data (Unaudited)    First


Second


Third


FourthQuarter


Quarter


Quarter


Quarter


Total2008:Net sales

$
250,181


$
267,137


$
276,300


$
265,983


$
1,059,601Gross profit


76,555



85,611



88,148



89,561



339,875Net earnings


16,149



24,634



25,811



29,060



95,654Net earnings per common share:Basic

$
0.32


$
0.49


$
0.51


$
0.57


$
1.88Diluted

$
0.32


$
0.48


$
0.50


$
0.56


$
1.86Dividend declared and paid

$
0.08


$
0.08


$
0.08


$
0.09


$
0.332007:Net sales

$
209,530


$
235,125


$
238,270


$
238,266


$
921,191Gross profit


60,980



70,769



72,858



75,127



279,734Net earnings


16,373



20,929



26,615



26,742



90,659Net earnings per common share:Basic

$
0.32


$
0.41


$
0.53


$
0.54


$
1.80Diluted

$
0.32


$
0.41


$
0.53


$
0.53


$
1.78Dividend declared and paid

$
0.0725


$
0.0725


$
0.0725


$
0.0800


$
0.2975   R.
    Subsequent
    Events     F-33




---



##### 



CLARCOR
    Inc.SCHEDULE II  VALUATION AND
    QUALIFYING ACCOUNTS AND RESERVES 
    for the years ended November 30, 2008, 2007, and 2006
    (Dollars in thousands)
  Column A

Column B


Column C


Column D


Column EAdditions(1)


(2)Balance at


Charged to


Charged to





Balance atbeginning


costs and


other





end ofDescription

of period


expenses


accounts


Deductions


Period2008:Allowance for losses on accounts receivable

$
11,129


$
3,269


$
(39
)(A)

$
1,092
(B)

$
13,2672007:Allowance for losses on accounts receivable

$
12,548


$
508


$
1,690
(A)

$
3,617
(B)

$
11,1292006:Allowance for losses on accounts receivable

$
9,775


$
3,271


$
15
(A)

$
513
(B)

$
12,548     S-1